Chronicles of the BEAST: Ultimatum of the Soul
by Corvus no Genmu
Summary: The Darkness was spreading. The Chaos was coming, ready to regain that which It had lost to Order and Law. In the Void, the Heart stood surrounded by the Elements of Life, beating in its eternal rhythm, but where was the Soul… and its Breath of Order…?
1. Book Zero: Prophecy

**A/N:** This new and improved version of BEAST will no longer be called a W.I.T.C.H. fanfiction, but seeing as most of the story focuses on them, it will remain in its rightful place. As to what elements (ba-dum bum) will come into play that leave question as to why this story should be placed in other locales... Well... you'll have to wait and see won't you?

**Disclaimer:** Own all original characters of my creation. All not of aren't mine to claim.

* * *

**Chronicles of the BEAST: Ultimatum of the Soul**

By Corvus no Genmu the Prince of Slumberland

_Book Zero: Prophecy_

They stood there in confusion, the five Guardians of the Veil, atop the tall tower of hardened sand and refined stone amongst a grand city of many other buildings of matching natures. They tried to speak but found their voices lost amongst the horrifying screams that cut through to their souls as six terrible rips tore themselves open in the now bleeding sky, revealing worlds slowly consumed in darkness. Darkness that was now ready to spread and take their world.

The beings that leapt from the rips were recognizable only vaguely in that their shape was humanoid yet none of the girls could see anything to distinguish them for those that came from the rip were such a shade of black that one could assume they were living black-holes from the way that the light of the sun refused to touch them. Those of their world were fleeing from the darkness, their features lost to the brilliance of their lights that were shadowed but still brighter than that which came for them. A shaded light that was threatened to be consumed by oncoming darkness.

And the Guardians could do nothing to stop it.

Alone.

The five came to them swiftly, answering an unspoken siren's call through means of their own choosing. The first arrived in a twister's embrace, grand feathered wings spread with an eagle's cry blowing back the first wave of darkness. The second came in a stampede of quarry-stone, a shining horn lighting the way for living-rock to go and crush themselves against the ground forces. The third came in an ocean's wave, long serpentine coils wrapping themselves tight throughout the towers of refined stone and hardened sand as a snake's hiss froze many in their place. The fourth came with an inferno's speed, nine curling tails wavering through the air as the stench of burning darkness grew steadily larger. The last came riding on the light of falling stars in the image of a revered dream, sending forth beams of life, of force, into the rips, sealing them away forever.

The Guardians felt themselves grow relieved from the sudden appearance of allies, but that relief would soon turn to stricken horror as those who fled from the darkness moved to congratulate the girls for their victory were suddenly turned upon by the very allied forces that had saved them but moments ago. The twister tore through the streets, ripping everything in its path up into the skies, never to fall back to earth. The stones shook and tumbled themselves loose with fierce abandon, crushing many while letting others fall away into a deeper, more renowned darkness beneath the rocks. The waters shot upwards and sent scalding rain to fall to the ground which soon turned to needles of ice that pierced every wound but a mortal one. The fires raged into a hellish inferno, igniting that which was thought un-ignitable and made the solar fires of the earth-star seem tame in comparison. The dream now turned nightmare swooped on darkened wings as fangs of steel colored themselves red from the lives of the shadowed lights.

It came then, in a corona-burst of light that blinded all, including the beasts. It shone like a miniature sun with the Heart beating in a steady rhythm beside it and though they knew not why, the Guardians could feel the connection between the two, like siblings reunited. No, something more than that.

Of lovers reunited.

The maddened rages of the five vanished like dust on the wind and they moved to stand beside they whom were their life's oath to protect. Wind & Air. Smoke & Fire. Ice & Water. Stone & Earth. Love & Life.

So it was that the Guardians of the Veils stood once more beside the Primals who, in turn, represented the Guardians and would forever-more act as they who guard the guardians.

The ten of them stood together, united by Fate and the Elements that lent them Their power before the two talismans of power as a dark shape grew from behind them, swallowing the stars and the world in Its blackness and whiteness until only they and the talismans remained. In that instant they knew It was not the darkness that fed and feared the light, but the Chaos that rivaled against the Order that came from Dark and Light both; a Chaos that had reigned supreme before and would reign anew. They, the Guardians and the Primals both, turned to face It, all knowing of the inevitability of their oncoming battle when another, final shape, made itself clear in the light between the beating Heart and the breathing Soul. The shape was different than any they have ever seen for none could decide what shape it was.

Perhaps it was a key to a door of salvation, of solution to this sudden and powerful darkness. To another pair, it was a shining sword that could slice away to the mortal core of the immortal shell the chaos had created. To them, it was shield to stave off the power of the chaos so that a newer and better power could be found and utilized against It. To them, it was a long and endless chain indestructible in its design that could bind the Chaos beyond the time of eternity. But to Wielders of the Heart and the Soul, they saw the shape as undefined for none of the Primals or Guardians could agree the purpose and reason for it and so it remained an unknown that could either aid or hinder them.

The Chaos grew stronger and they found themselves nearly lost in the discord as seven gates opened themselves in the madness of the Chaos' might. Unlike the rips that came before through unnatural and forbidden means, these circular portals were both natural and welcomed for the allies that they allowed through to join the Guardians and the Primals in the Final Battle.

It was not enough.

The Chaos, unbound by such trivialities as Order, changed Itself to match every unique power to its own and only together did the Primals and Guardians make any headway into Its core, the Child of the Heart and Soul following in their wake. In the beating, unnatural heart of the Chaos, they stood in silence, the Order of the Child matching in a strangely symbiotic rhythm to the Chaos' heart, and they, the Primals, knew what needed to be done.

They stepped forward and into the beating heart, the Child following closely behind and, in a blast the likes of which has never before been witnessed by mortal eyes, destroyed the Chaos and brought not a newly created multiverse but the original still living.

At the cost of their own lives.

For a brief respite, the human souls that housed the Primals stood before the Guardians who wept tears of loss and heartbreak. They tried to grasp the souls, the loves that they had gained and had now lost, but they could not be touched even by the Powers that once more reigned in their proper places. They faded away not to any Heaven, Hell, or Purgatorial life in the after for the sacrifice was not just of heart and life.

But of souls.

The five girls awoke with cries of anguish, only tiny slivers of memory allowing them view of the visionary dream they had witnessed. They wept for the loss of a love that none of them had yet to possess but subconsciously knew would gain and lose. In that same instant, five boys awoke with roars of bitter rage, screaming not with voices of mortal man but five seemingly immortal beasts that lamented at the pain they would cause to those they were created to protect. The boys knew nothing of their dream or their oncoming destiny but the five beasts within them remembered with crystalline certainity that would only last until dawn's light and so they continued their screams, their defying roars in the fading night.

The Darkness was spreading, slowly encompassing not six but seven powerfully unique worlds.

The Chaos was coming, ready to regain that which It had lost to Order and Law.

The Guardians were there, singing a silent siren's call to they who could aid them.

The Primals were approaching to answer that call, to aid as was their duty to do so.

In the Void, the Heart stood surrounded by the Elements of Life, beating in its eternal rhythm,

But where was the Soul… and its Breath of Order…?

The war to truly end all wars between mortal and immortal alike was approaching on wings born of chaos seed, beating heart, and living soul.

Prepare yourself… for the coming ultimatum…


	2. Book One: Primal Rage Chapter 1

**A/N: This new and improved version of BEAST will no longer be called a W.I.T.C.H. fanfiction, but seeing as most of the story focuses on them, it will remain in its rightful place. As to what elements (ba-dum bum) will come into play that leave question as to why this story should be placed in other locales... Well... you'll have to wait and see won't you?**

**Disclaimer: Own all original characters of my creation. All not of aren't mine to claim.**

**

* * *

**

**Chronicles of the BEAST: Ultimatum of the Soul**

**By Corvus no Genmu the Prince of Slumberland**

Book One: Primal Age

Chapter One: Dragon's Sense

The trees bent slightly from the wind and she could feel that same feeling once more. That feeling that something was there, just outside her line of sight, watching her every move and waiting for just the right moment to attack. But what could he be waiting for? She could not transform nor were any of her other powers available to her in this modern-less void of the deep wood, so why does he not come forward? What was he anyway for that matter? She didn't even know for sure whether this creature was male or female but that same something within her that told her of the presence told her of its gender but nothing of its intent.

There, just above her. Was that a rustle of leaves on the wind or a lithe form moving amongst the high canopy? She glanced upwards, garnet hair fluttering in the slight wind. A breath from behind her gave her reason to turn quickly to catch sight of a pair of glimmering eyes the color of emeralds. Narrow slits of the iris gave away the reptilian nature of the creature but nothing else save for his obviously large size for each eye was the size of a beach-ball. She froze as stiff as ice and stared deep into the eyes not with fear but the sense of awe that comes from seeing a rare beast for the first time in one's life. The eyes blinked slowly before a sudden roar as terrible as nails upon a chalkboard ripped through the air. She turned and gasped in horror at the monster that was charging towards her, too fast to see but not enough for her to not feel fear at its presence.

Another roar echoed outwards, this one far more soothing than the first, and a large form jumped through the air above her head and landed before her in a protective crouch. Wings were held as wide as the trees allowed and the sinuous tail was curling upon itself as fangs as large as her forearms dripped something that alit itself a second after touching the open air. He was between her and the monster and though she could not see it, she knew the monster was the one now feeling fear. Her beast stretched his head high and roared once more before blasting a large river of power at the monster, destroying it utterly.

He turned to her then, emerald eyes filled with worry and a warm snout pressing lightly against her face. A gentle rumble shook her as her beast purred his pleasure for her safety and took great breaths of her scent, tendril-like whiskers tickling her despite the seriousness of the situation. A long tongue wet with saliva slithers out and licks her face gently as a rumbling thunder echoes with the chest of her beastial protector.

"Who are you…?"

He could not speak but growled deep in chest and pressed a warm snout against her.

"Do you have a name?"

The words seemed to puzzle him and yet his eyes glowed with mild understanding as he rumbled a negative.

She smiled then and wrapped her arms tight around his forewing. "Then I'll call you Draco!"

His fangs shine from the grin and he bellows his approval and begins anew in rubbing his snout against her when, suddenly, he stiffens and backed away from her, long neck stretching to look skyward as the blue sky darkened into obsidian and pale white clouds grew red as blood. Her beast spread his hood and roared challenge to the sky but that did nothing for him. A beam of light thin and sharp as an arrow shot downwards and with the accuracy of a marksman, struck her beast straight through the heart.

He howled in anguish as his body breaks apart into minute pieces of starlight. She falls to her knees, stunned by the sudden death that had befallen her beastial guardian when the same light that killed him flew towards her and stopped just short of her face. Brown eyes widen at the sight of the small talisman hovering before her, glowing with its own inner light. It shaped no different than an star of ten points. Though it shines with clear light, the star is colored black on one with only a glimmering stripe of silver flowing from its center to the opposing point of the glimmering gold spike. She raised a hand as if to touch the arrow, its name resting on the tip of her tongue.

But young Will awakens before its spoken.

* * *

_Nearly twelve years later… Shortly after Eloyn's Ascension to the Throne of Meridian._

Wilhelmina Vandom was not only late, she was super late. Not only did her bewitched alarm clock fail to awake her from the depths of her most recent nightmare, but her pet dormouse had gotten himself caught in the dryer again, resulting in most of her finer clothes being covered in rodent hair, forcing Will to choose more subdued attire. Cursing her luck once more, Will ran up the stairs leading into the school and ran straight towards her locker where, unfortunately, three of the nastiest people Will had ever met on any world were waiting for her.

Uriah, Kurt, and Laurent, Sheffield Institute's greatest troublemakers.

"Well hello there, Wil-hel-mina… Pleasure meeting you here." Will suppressed a cold shiver. Ever since Matt had moved away a month ago, Uriah had started entertaining the thought of Will being his girlfriend whether she liked the idea or not and took many various means to try and "woo" her. The pimpled jerk had recently taken to harassing her whenever she was alone, especially at times like this where she was cornered by him and his two lackeys.

"Leave me alone, Uriah," muttered Will, her grip on her backpack tightening slightly as she reminded herself that she could not use her powers to teleport Uriah and his thugs face-first into a dumpster.

"Now why would I want to leave my honeycakes alone?" asked Uriah, leaning in far too close for comfort.

"Because, you'll have to deal with me then," growled a voice from behind Uriah. Whirling around, Uriah came eye-to-chin with some guy that obviously was new enough to not know it was bad thing to interrupt Uriah when he's was with 'his' woman.

"Who the heck are you?" The boy in question smiled a carefree smile and moved around Uriah to stand beside Will and placed an arm around her neck, giving her shoulder a gentle squeeze with a fingerless-glove adorned hand. She blinked and blushed slightly from the personal contact and silently hoped her rescuer wouldn't turn out to be worse than Uriah.

"I'm her boyfriend." Will's eyes, as well as Uriah's own, nearly bugged out at that. While Uriah was renacting the breathing style of a fish out of water, Will was doing a remarkable impersonation of a red rose in full bloom

"You're not her boyfriend!" exclaimed Uriah, reclaiming his voice and pointing an accusing finger at the much taller boy. "I've never seen you around here before and I doubt that you know anything about her either!"

Smile still in place, the boy calmly turned his head so that his emerald eyes were looking into Will's brown ones. His smile widened marginally at her blush. "You're favorite color is fuchsia, your favorite animal are frogs, none specific though your favorite one would be Kermit, you own a dormouse that you have yet to actually give a name to, and your friends include Irma, Taranee, Cornelia, and Hay Lin. The five of you like to hang out at the Silver Dragon Restaurant which is run by Hay Lin's family." He looked back at the pale-faced Uriah and smiled dangerously. "You were saying something?"

Muttering to himself, Uriah quickly took off with his two stooges following close behind. Sighing softly to himself, the boy removed his arm from Will's shoulders and ran a gloved hand through his pale brown hair. Will took the time to carefully look over the boy, who appeared no older than herself though he was quite tall for a fourteen-year-old. His hair was just past shoulder-length and done in a way that resembled headeghog-quils, though it did appear to be quite soft looking. He was wearing a pale green t-shirt with faded brown slacks and had a black bandana adorning his head. In a way, he did seem rather familiar to Will, but that was beside the point. Slight recognition or not, it did not warrant him to know so much about her, especially concerning her friends and her nameless pet.

"How did you know all that? Are you some kind of stalker or something?" The boy blinked in surprise and started to laugh quite uproariously, earning an angry glare and flush from the girl.

"Don't you ever change, Will," said the boy as his laughter died away, a happy smile adorning his face.

"Look, I really don't know who you are but-" The boy's smile, if anything, gained a rather mischievous quality.

"Oh you don't do you? Then I guess I have no choice but to remind you!" Faster than Will thought possible, the boy was behind her and tickling the back of her neck, causing her to laugh and squeal like she was five years old again. '_But no one knows my ticklish spot, not even the girls!_' thought Will as she desperately tried to swat the boy's hands away, '_Wait… there is someone… but he…_'

"Bastian?" gasped Will. Grinning quite widely, the boy backed away from Will, allowing her to regain her breath.

"Got it in one there, Will-o." Bastian said, smiling.

"It is you!" exclaimed Will shortly before jumping up and wrapping her arms around Bastian's neck, "When—How?"

Bastian chuckled to himself before gently easing Will's grip around his neck. "I'll tell ya later, Will-o. Right now, we're both running late for class."

Will's eyes widened dramatically. "Oh nuts! I'm already in trouble with Mr. Rydinger as it is! Look for me at lunch will you?"

"It's a promise, Will!" Bastian shouted to Will's departing back. Sighing to himself, Bastian calmly turned his head to look in the direction that Uriah and his gang had gone. A strange cold air began to descend around the boy as his eyes narrowed into dangerous slits while a feral frown began to appear on his face. Emerald eyes that were once warm became colder than steel as round pupils shrank away into thin reptilian lines. A shudder went through his spine and Bastian shook off the strange look in his eyes before looking down at his right hand. Feeling it with his left, Bastian shuddered at the strange sensation of reptilian scales beneath the leather material before shaking it off and racing off towards his next class.

* * *

The ecstatic smile that adorned Will's face had yet to leave her as she sat down in her usual spot next to Cornelia, who did not fail to notice the shorter girl's sudden rise in mood. Will had taken Matt's departure rather hard, almost as hard as Cornelia took Caleb's death in the battle against Prince Phobos

"So what's got you in such a cheerful mood? Even Mr. Rydinger lecturing you didn't wipe that goofy smile off your face."

Giggling quite happily, which admittedly scared Cornelia a trifle, Will turned to face the taller girl and whispered, "Not what, _who_."

"Okay then, just who is it?"

"Him…"

"Oookay. I think she's joined Hay Lin in Lala-land," Irma whispered to Taranee, earning a sharp jab in the ribs from the oriental girl.

"You guys don't understand, he's back! He's-"

"Right behind you."

"Bastian!" Will whirled around and smiled up at the taller boy as he took a seat next to her. Bastian smiled and laughed as Will wrapped her arms around him in a friendly hug that set his face into a barely seen flush.

"Hahaha, it's good to see you again too Will but I think your friends are a little confused as to who I am."

"Darn tootin' we are!" exclaimed Irma, "Will, where on earth did you ever find such a hunk?" At her realization as to what she had said and the looks she was receiving from the others, including Bastian, set her face to match Will's hair.

"Heh-heh," Bastian scratched his cheek in embarrassment, "I wouldn't say I'm a 'hunk' but as to how Will and I met… well… We met each other shortly before we began preschool, at the playground if I recall correctly…"

"Yes," agreed Will, a small smile appearing on her face as she released her grip on Bastian's torso, failing to see the small spark of disappointment in the taller boy's eyes, "I almost forgot about that day…"

_Flashback… _

_"Widdle fwog-girl! Widdle fwog-girl!" A group of children jeered as they danced around the weeping red-haired girl was no older than four-and-a-half years. The girl was dressed in her favorite frog-themed shirt and had her all-time favorite-est hairpin, which was made to match the face of one Kermit the Frog. However, many of the playground kids found Will's love of frogs gross and disturbing and so set out to torment her by calling her as many foul things as they were allowed without their parents taking soap to their small, but venomous, mouths. Little did they, know that there was one kid who not only liked Will's choice of dress and her fascination with amphibious creatures, but that he was easy to anger at the sight of bullying and tears on a girl's face, especially when the girl was cute. _

_In a girly-way of course. _

_"Hey, leave 'er alone ya meanies!" A blast of cold water arched through the air to hit the leader of the group, an ugly little child whose clothes seemed to have not been washed since they were first worn, as a boy of four-and-three-quarter years but quite tall for one his age ran at them, brandishing two large squirt-guns filled with ice-cold water, which had been prepared not for them but for his elder sister but that's beside the point. _

_He had a rescuin' ta do. _

_With a almost Tarzan-like yell, the boy fired volley after volley at Will's tormentors, changing his aim from their heads to their pants, making it seem as though they had yet to fully control their bladders and making it easier for him to escape this without a lecture from his mama on when chivalry required the use of a squirt gun or two. _

_"You okay?" asked the boy after the last of the bullies had taken off for home where their parents would, more than likely, berate them for having a sudden 'relapse'. _

_"I'm –hic– okay…" sniffed Will as she rubbed her eyes clear of her tears. "T'ank you…" _

_"Ah shucks…" muttered the boy as he bashfully kicked the ground, "I wanted ta help. I like fwogs too ya know." _

_"Weally?" _

_"Yeah, my favowite's muppet is Kewmit and I even have a pet fwog called Jewwy!" said the boy as he smiled a toothy smile before his eyes widened in shock. "Oops! I fowgot to intwoduce myself!" Dropping the squirt-guns to the sandy ground of the playground, the boy bowed before Will and said, "My name's Bastian!" _

_"I'm Will." For the rest of their time at the park, Will and Bastian played together and talked about the various things that interested them. What kind of crayons colored best, whether or not glue was a part of the food group, who was more popular Bugs or Mickey, and other such things that held their four-year old interests. It was not until their time in the playground was almost up did Will voice a question that would ultimately tie her and Bastian together for the rest of their lives. _

_"My mommy said that if a boy and giwl like the same t'ings and each other, than they can be boyfwiend and giwlfwiend." _

_"Weally?" asked an awed Bastian. _

_"Yeah and I… well… I wike you…" _

_"Weally? Well, I wike you too!" _

_"Then do you wanna be boyfwiend and giwlfwiend?" _

_"Yeah!" _

_"Yay! I gots a boyfwiend!" exclaimed Will before placing a wet kiss on Bastian's cheek. _

_End Flashback… _

"Aaaaaaaaaaaaaaawwwwwww…. That's so_ cute!_" exclaimed Hay Lin. Will blinked out of her reverie and blushed bright pink at the gooey eyes her friends had.

"C'mon girls… We're not like that! Bastian and I don't see each other like that!" With her attention focused more on her friends, Will failed to notice the hurt acceptance in Bastian's eyes.

* * *

"He is one of them? The Five?"

"You doubt me, Pride?"

"I doubt everything, Beast, especially if it's information I have not gathered for myself. Why come to me with this?"

"My concerns are more for Magister Rerota's plans than your own, you narcissitic fool. However… my hatred for the Veil is only rivaled by those who protect it and you are nothing like Wrath."

"Few things come close to Wrath, but you skit around my question like a nervous horse. Tell me why it is you've deemed it necessary to… alert me of _it_?"

"An ironic choice of phrase considering, Pride. Very well, if you must know… I believe it is your… methods that entice me."

"And it has nothing to do with my claim on this world? I find that hard to believe, Beast. You are the only one besides Rerota who has no world to feed upon."

"Watch how you speak about the Magister! You know of his plans and the reward that will come from it. As for "your" world, you and the others have argued time and again which world is the better food source, so don't drag me into your childish squabbles. Do what you want with the creature and whatever Primals follow in the wake, but can I trust you to keep them alive for me, Pride?"

"Beast, Beast, Beast… You know how I love to play with my food."

"That I do, so I want your word."

"… I believe you have said the wrong thing and, if so, beware. What, did you just ask of me?"

"Do not boast yourself the stronger of us, Pride. I struck you down once before, care for a reenactment?"

"My word is not something I give lightly, Soruc."

"Which is why I demand it now, Rachano."

"… As my word as Pride of the Generals Seven, I, Rachano, do swear to allow the mercy of life to the Primals of the Veil. There, satisfied?"

"For now… I'll be in touch…"

"As you should be. Narcissitic I may be, but fool I am not. What better way to kill a beast than to slay its master?"

* * *

Bastian sighed for what seemed like the hundredth time that week alone. True, seeing Will and being with her once more was absolutely wonderful, but the law of Balance could not be denied. Bastian not only wanted but _had_ to let Will know how his feelings had deepened into something far stronger than friendship during their two-year separation from each other though he knew better than to allow himself to get involved with her in such a manner.

He had thought that, somehow, it was because of the separation between them that Bastian felt faint echoes of emotion falling upon his mind like a light shower of rain that went as quickly as it came. He had long since known of his empathic abilities but these abilities lied more on those of the animal kingdom. Though he tried to read the emotions of humans, Bastian could only receive a faint static in the best and nothing in the worst. All save for Will. He could feel her emotions as though they were nigh his own, every since they were kids. How did she think he had known to come to he rescue? He had sensed her despair clear on the otherside of the park.

He was happy when she was happy and sad when she was sad, and whenever anyone dared to try and harm her, he was there, standing against them to protect her. Then, two years ago when he and his family moved away from Will and his old town, his body, already undergoing the changes brought by puberty, was reacting to something and it wasn't until he had reunited with Will did he realize it.

Somehow, Will's own emotions were the trigger.

When he felt the foreign happiness he would unknowingly growl in pleasure, in sadness he would slouch and seemed to crawl as he moved, but it was the anger and the fear that had Bastian on edge the most. Whenever he felt the echo of anger, he would snap at the littlest thing that set him off, ready to bite off whatever fool's head had dared to intrude upon him. While the anger, in itself, was dangerous, it was the fear that caused the most change in him. He felt a need to fly, to run, to do whatever it took to get there to where Will was and stand before her in her defense, to drive back whatever force dared to threaten her.

The first time he had felt her echo of fear, he awoke to find himself with claws in place of once normal nails. The second, his eyes, while still a emerald green, were now harsh and cold like a reptiles. Other times, he'd find strange rashes of scale-like growths on his back and strange pains along the sides of his arms. The changes were quick to appear and slow to disappear and hiding them from his family proved difficult, but surely Will knew something of this.

She had a secret too.

Bastian could not explain just what had changed but there was something different about Will aside from the changes of two years' time. His empathic bond had grown stronger but had changed, no longer did he feel every strong emotion. In fact, all he had felt thus far from her was her dislike towards Uriah.

Bastian didn't honestly know whether to be happy about this turn of events.

Still, empathic bond aside, there was something else about Will that was vastly different than before. Bastian loathed boasting and hesitated in admitting anything that he excelled in but he knew that his senses were better than most people and he could see things differently than most could. It was strange, hearing not one but two heartbeats within Will's breast, but it was the auras of vast power that surrounded Will and her friends that had put Bastian on edge on sight of them.

He got over it by the sudden knowledge that, if his nightmare did in fact come to pass, Will and her friends would have the strength to stop him.

Or rather, the monster within him.

"Speaking, or rather thinking, of Will, where is she? I thought she said to meet her by the bike rack…" Bastian turned his head this way and that as he silently contemplated looking for her when Bastian's psychic powers activated themselves as a sharp scream pierced through the air. Emotions raced across the connection that Bastian had established with Will twelve years ago. Emotions that ranged from anger to a cold fear that sent Bastian stumbling back into the shadows of the gymnasium, his head clutched tightly in pain.

Ba-dump…

Wh-What's happened…? Th-This isss stronger than be-before…! Does-Does it know something…?

_She was in danger, His Light was in danger! Could feel it, could sense it riding fast on the winds! He The unspoken need to find her, get to her, and protect! NOW! _

Ba-dump… Ba-dump…

These names, these words made no sense and yet they made perfect sense to him. Bastian knew nothing of what Will was or what forces she was fighting against but that which laid within him, that which a dark cloaked figure had called Draco, knew the truth.

Ba-dump. Ba-dump. Ba-dump. Ba-dump.

_Fly, must fly before its too late, but the human, the miserable ape-host! Its body is not suited for battle! It would not survive and Draco would die with it, leaving His Light unprotected! To be hurt, to be killed! _

NEVER! I will not allow anyone to harm MY Will!

Ba-dump, Ba-dump, Ba-dump, Ba-dump, Ba-dump, Ba-dump, Ba-dump, Ba-dump!

In that second's time of argreement between two vastly different minds, the necessary moment was obtained for a human boy to change into something the likes of which had not been seen in centuries.

A pair of emerald eyes as human as the day they first glimpsed the world shrank away into thin reptilian slits as a primordial roar ripped through the air.

* * *

Will hung limply in the arms of the monster she and the other Guardians had been fighting just minutes ago. It had appeared out of the shadows, towering over them as they and their classmates had been leaving the school. People screamed and ran away in terror at the sight of a monstrous, eight-legged horse whose skin hung in thinly from the bone, with a tail more befitting that of a scorpion,and whose breath and green and rotted. A strange set of arms not unlike that of a humanoid's were at the shoulders of the horse-like monstrosity and it was these arms that didn't hesitate to take a snatch at Will shortly after its emergence.

The girls pretended to run like their fellows but were instead leading the creature away into the gymnasium, already knowing that it would follow if its relentless attempts to grab Will were any clue. They had just made it into the large and now deserted gym just on the starting words of transformation when the horse-beast burst outwards from the shadows and clutched Will to itself like a vice. Her scream of fear, of pain, was echoed a moment later by a roar that echoed a rage the likes of which promised death to it that caused pain to the Holder of the Heart of Kandrakar.

The roar echoed again, louder than before, and the far wall of the gym, the one facing towards the school grounds, collapsed into dust as a gigantic dark form broke through. The creature was a towering twenty feet at the shoulder alone with its serpentine neck adding a dozen more. The batlike wings, colored like a dark rainbow, spanned an entire football field each and the twin curved horns adorning its reptilian head shone in silverlight. It was monstrous, it was huge, and it was real.

It was a dragon.

The dragon snarled deep in his throat and raised his head upwards, the hood along his neck spreading. The dragon slowly stepped forward into the gym, it lower body and tail still remaining outside. The horse-beast shuddered in fear and jumped upwards into the rafters, holding Will out into the open air with a single hand. The dragon stopped in his slow approach and snarled angrily, emerald eyes narrowing into thin slits.

Will shivered not in fear but sudden recognition. She had seen that dragon, he whom she had named Draco once upon a midnight's dream. She had thought him nothing more than a fantasy, something her subconscious had made to aleave her of the fears that came from life and, more recently, the responsibilities of being a Guardian of the Veil and Holder of the Heart, but there he was, standing below her waiting for the one mistake that would cause the horse-beast its life and save Will's own.

The horse-beast knew this and didn't hesitate in launching them both through the glass skylight of the ceiling. Will had only enough time to scream a warning to her friends as the glass shattered into crystalline daggers that quickly fell to earth. Draco, though surprised by the horse-beast's sudden disappearance, reacted quickly to Will's warning and sudden engulfment of fear. With a furious cry, the dragon sent forth a blast of light that reverted the glass shards into its original form of sand and dust before pulling himself back outside.

Reacting quickly, Draco snapped his head forward and grabbed a firm hold of one of the horse-beast's numerous legs as it made its second leap towards freedom and pulled it back down towards the ground. The horse-beast screeched in pain and dropped Will to the ground. The dragon tossed the creature away again and move to stand in a protective crouch before Will.

"You're real… you're really real…" gasped Will in shock as the others ran to her side.

Draco glanced down at her and, for an instant, Will could sworn that she had seen those eyes once before, outside her dreams. The wyvern-dragon spared her a quick glance before focusing more on the horse-beast as its scorpion tail raised up. Draco's throat glowed with golden light before streams of light burst forth from his mouth, slamming into the horse-beast from all sides. Draco's eyes narrowed as the smoke dispersed away to reveal nothing more than a crater where the horse-beast once stood. (_No way it's that easy…_) thought Will to herself. Draco, evidently thought the same for he suddenly snapped his tail forward and impaled the spade adorning its tip into the surprised horse-beast's stomach.

The equine monster bellowed in agony and began to writhe about in pain until large, bonelike wings burst from its back and sent it flying upwards and away from the dragon who merely frowned angrily before flying up after it, not missing that its wound still remained. Organic claws met hooves composed of shadows as both combatants began a fight befitting that of primordial beasts. Though the horse-beast had the advantage of maneuverability over him, Draco still managed to hold his own even though horse-beast's strength steadily rose to match the pace of the sun's descent into the horizon.

Clacking its teeth angrily, the dark monster turned to glare down at the girls-who-could-become-Guardians who were its original targets in the first place. It knew that it would survive this fight, Draco proving that even now, so what else could it do but once last shot for victory for the Pride? With a ferocious neigh, the horse-beast dive-bombed down towards the girls with its stinger at ready. They just managed to dodge to the side as it strafed past them, knocking them all to the ground and scratching Will.

The dragon's eyes nearly bulged out from their sockets at the scent of blood flowing through the air and into his nose. A deep rumble began to grow in Draco's chest before exploding in a thundercrash. The wyvern-dragon dived downwards and chomped down upon the horse-beast's tail as it flew upwards past him and dragged the monstrous horse back to earth. Draco tore into the horse-beast like a frenzied animal, ripping away chunks of flesh with tooth and claw alike until he had reached the creature's core. The dragon grabbed ahold of the diamond-shaped object firmly in his snout before crunching down.

The horse-beast's death cry could be heard throughout the city.

Satisfied with the creature's destruction, Draco backed away from the corpse as it steadily crumbled into dust and blew away into the wind before turning his great neck to look upon the stunned girls. Frowning slightly, the dragon slowly stepped forward and leaned his great head down so that he was eye-to-eye with Will, the Holder of the Heart of Kandrakar.

Draco gazed sadly upon the wound on Will's arm and licked away the blood with a gentle tongue before pressing his snout tenderly against her face. The sound of incoming sirens alerted the dragon and humans of the arriving police. Snarling, Draco looked towards where the sirens grew louder before looking down upon His Light. Will could again see a familiarity in the eyes of the dragon before he began to shake his head wildly and, in a strangely frightened frenzy, took off into the air and quickly disappeared from sight.

"Okay… what on earth just happened?" asked Cornelia.

"I think…" Irma murmured looking down at a shocked Will. "That Will here got herself a new pet."

* * *

Said pet was currently bashing his head against the stone walls of a large cavern, screaming in utter agony as two minds fought for control.

Whatever that was, it's gone! There's no need to remain! 

_The human didn't understand! His Light needed to be protected! There were too many touched by the Dark! They threatened His Light even now! They must return to her! _

No! You don't get it either! What if the cops show up? Or the army? We'll be killed! 

_Mortality does not exist in this body, will live andl kill any who stand in way of duty! His Light must not be unprotected! _

She won't want that! Will won't want us killing anyone! 

_A pause, small waves of agitation. Words of command still echoed from the First. Kill only in self-defense, but His Light must be defended at all times! _

Then I'll protect her too! I don't know what you are monster, but I won't let you destroy Will's happiness by using me like this! 

_Anger and ferocious rage. Did human think this idea was good to begin with? Bah! Detest it fully. Wants to protect, to live for His Light. But power is not what it was once before. The light is faded, weakened from lack of use…. If human can protect… during times of rest… _

If ever something happens that requires you, I won't hesitate in letting you take control, alright? So long as you don't kill anyone… with even a sliver of light in them. I know you understand that much. 

_Insulted twice over. Hatred for human rising but… no choice otherwise… if it would help His Light… _

It will. 

_Swear it. On blood's family, swear it. _

I swear, to protect Will with everything that I can, with my life if need be. 

_Satisfication but now mixed with confusion. What reasons did a human have for wanting to protect His Light? _

I love her… 

_Love… Such an emotion unfamiliar in word and use. Cannot comprehend it. _

I didn't think you could monster… Just remember our deal… 

_Shall always remember… But the human forgets that it is not the one who commands. _

I may not command you, but the one who does I know better than you do and I know for a fact that if you took a life out of misguided protection, she will come to hate you for the act and me for not stopping you. 

Silence. The monster was gone and with it, Bastian's draconic shape and form.

His clothes remained and he wasn't far from his home. If he hurried, Bastian could make it with time too spare so that he could call Will and tell her… what…? More lies, more half-bent pieces of fact with whole pieces of fiction? Then again, could he really tell her what he was when even he did not know? That he had a monster inside of him, a monster driven by twisted delusions of protection for her, delusions that could drive it to killing if the need arose? Bastian sighed to himself, the hours were only growing later and he could focus on it more in the daylight times.

As he walked though, Bastian lifted a gloved hand to rub, unconsciously against the back of his neck where a small glyph that was a near perfect replica of the Orobouros glowed with soft pearlish light before fading away into a seemingly ordinary black tattoo..

* * *

"The Pride-beast has fallen to the Shadow."

"As was to be expected… Everything is going according to plan… You were wise in letting Rachano know of the Shadow, my apprentice…"

"But the beast still failed, Lord."

"It was merely a… first strike. Rachano will not let this stain on him go unpunished and Pride will not allow itself to go unsatisfied of vengeance. The game has only begun, Soruc. Go and continue to play friendly ear to Our dear General."

"As you wish Magister Rerota…"

* * *

To Be Continued...

* * *


	3. Booke One: Primal Rage Chapter 2

**A/N: This new and improved version of BEAST will no longer be called a W.I.T.C.H. fanfiction, but seeing as most of the story focuses on them, it will remain in its rightful place. As to what elements (ba-dum bum) will come into play that leave question as to why this story should be placed in other locales... Well... you'll have to wait and see won't you?**

**Disclaimer: Own all original characters of my creation. All not of aren't mine to claim.**

**

* * *

**

**Chronicles of the BEAST: Ultimatum of the Soul**

**By Corvus no Genmu the Prince of Slumberland**

Book One: Primal Age 

Chapter Two: Serpent's Sight

The waters of the ocean eased gently back and forth against the white sands of the beach where she stands in confusion. She knows that she couldn't possibly be alone on this shore of paradise. Even if the beach was unknown to humankind, there would at least be the odd waterfowl, a seal maybe, or some crustaceans but there was nothing. The beach was deserted save for herself and her unseen guardian. She really wished he would come out and face her, though the idea of seeing him did give her pause. The very fact that she knew this beast was male before laying eyes upon it gave a brief shiver down her spine.

He was coming.

Just now, over past the white sands, the waters were receeding as though it was its intent to leave a path for something to walk through. She thought, for just a moment, to step away lest the water come crashing back towards her when she caught sight of the pair of them. A pair of snakelike eyes far better a shade of blue than the seas could ever be, staring at her from the rising wave before narrowing into dangerous slits just as as roar of a terrible nightmare came from behind her. Venomous fangs bared themselves to the fore as a large serpentine form cut through the waters with the ease of a blazingly hot knife through butter. She stiffened with fear as the nightmare rushed towards her, too quick to be caught by sight, as large coils surrounded her, blocking her from sight and harm as a deadly hiss came from high above her. Though she could not see it, she knew that her beast had effectively cowed the nightmare before striking it with a blast of scalding steam, boiling it to dust on the wind.

He loosened himself then, sapphire eyes staring unblinking at her as a forked tongue tasted the scent of his own concern. He lowered his crocodilian head to stare into her eyes with but one of his own and loosed a pleased hiss from her scratching the softer scales just under his chin.

"That was pretty cool…" She giggled as his tongue tickled her. "Don't suppose you got a name do you, big guy…?"

Eyes as flat as ice focused upon her, misted over with feral instincts with a drop of sentient understanding. He nipped her gently on the sleeve, imploring her to give him a name.

"Kraken," she said with pure decisiveness. "It's a cool name for an even cooler friend."

His hissing reached new volumes with the sharp spines clacked together along his great length. Long tentalces curled about themselves in delight when the eyes that were so warm a blue and yet so cold as ice drifted upwards.

The hiss cut itself off and he launched his upper body to nearly touch the sky, coils twitching from the sight of a storm that could not exist in her dreams. But exist it did, covering the setting sun and rising moon from sight and letting loose large arches of lightning and great booms of thunder. He hissed dangerously, his spines rattling dangerously, that did nothing for him. A beam of light thin and sharp as an arrow shot downwards and with the accuracy of a marksman, struck her beast straight into the heart.

He bellowed in agony as his long body breaks apart into minute pieces of hardened ice that melts away into steam. She slowly fell back onto her bum, staggered by the sudden death that had befallen her beastial protector when the same light that killed him flew towards her and stopped just short of her face. Blue eyes widen at the sight of the small talisman hovering before her, glowing with its own inner light. It shaped no different than a star yet though it shone with a clear light, the star was, for a section anyway, black as night. And though she knew not how she knew, she could tell there was an addition to the colors of the star; a startling sapphire to match its opposing turquoise. She raised a hand as if to gently grasp the shining star. A name plays across the tip of her tongue.

But Irma awakens before she has chance to realize it.

* * *

_Nearly twelve years later… Two days after Draco's defense of the Guardian of Heart… _

Irma grumbled to herself as she carefully undid the lock on her locker, using many a bad word to describe how she felt about the lock and many of its relatives as well as her own. Aside from having experienced another wonderful morning had been wrecked by her prat of a half-brother, Chris, and his "Rooster Call" Irma had the unfortunate luck of attending a school that believed whole-heartedly that education was a necessary fact of life, despite current events and a gymnasium missing an entire wall. To make matters much better, Irma had gotten into another fight with her step-mother about how to treat her younger brother which ended in words that her father will most likely punish her over later that night.

"Excuse me, but could you perhaps tell me vhere zhe math hall is?" Irma bit back a sigh but couldn't hold back a roll of her teal-colored eyes. Now she had an ignoramus asking her for directions to the "Hall of Pain", as she liked to call it.

"Down that way, past the E-lockers can't miss it." Irma lazily waved an arm towards her right, her eyes and attention more focused on getting all her required books before the five-minute warning bell went off.

"You're going to need to be a little more specific." Oh was he going to get it. Irma turned, her eyes on fire with her ire, ready to make him kneel before her in tears.

"What are you—" And the venom shriveled up faster than Martin in front of the jock squad.

"Vhat? Tall? Rugged? Handsome?" A single word escaped past Irma's lips before she could fully think about what she was saying.

"Blind…" The boy chuckled a dry and empty chuckle that had Irma feeling more guilt over her foot-in-mouth skills.

"You know, I _alvays_ forget zhat one." For the first time, Irma wished that she was given power over earth if only so she could have it swallow her whole. As she stood there in utter embarrassment, Irma did the first thing that came naturally to her whenever she was introduced to someone new, especially if it was a guy. Starting from the bottom up, Irma saw that the boy had a regular pair of sneakers that were almost hidden by his light-tan colored cargo pants. He wore a blue hooded vest over his ocean-green t-shirt, which was decorated with a shark and the words 'Take A Bite Outta Life'. She didn't miss seeing the white seeing-eye cane in his hands, but oh how she wish she had noticed it along with his face before she opened her mouth. He had dark blonde hair that was cut short in the back but hung slightly into his eyes, not that, that really mattered. His eyes were hidden behind a pair of sunglasses that, instead of being the normal black, were a myriad of colors giving the idea that the glasses were used more for the sun than anything else.

"I'm _so _sorry! I didn't mean to be such a—I'm sorry!" The boy chuckled and tilted his head towards her own; his single fang earring gleaming in the light. He was easily a foot taller than her, if not more, and could easily pass off as an aspiring basketball player.

"It's alright. I'm used to it by now. It's actually fun to hear how a person's voice changes vhen zheir embarrassed." Irma's face was doing a wonderful rendition of a tomato by now.

"Still, I'm sorry. Um… where was it that you wanted to go?"

"Zhe Math Hall, taught by a Fräulein Rudolph I believe…" said the boy in his German accent.

"Oh! I have her as well. I can help you find it, that is, if you don't mind walking with someone who inserts her foot into her mouth." The boy tilted his head and smiled.

"I knew you vere a comedian… Sure, lead the vay miss… I don't believe I got your name."

"I didn't give it," Irma said, a smirk on her face and her voice teasing. She laughed before taking the boy's hand in her own. "I'm Irma Lair."

The boy, startled by the contact, was silent for a moment before a true smile appeared on his face as his hand carefully gripped Irma's. "I'm Axel. Axel Meestrom."

* * *

_That Afternoon… at the Silver Dragon Restaurant… _

The W.I.T.C.H. crew were sitting in the basement of Hay Lin's family's restaurant alongside Hay Lin's grandmother Yan Lin who was not at all happy at having found out about the incident of the school earlier that morning, shortly after Hay Lin had left for school, on the morning news where blurred photos depicted the battle between beast and dragon. Thus it was no surprise that, upon entering the restaurant and seeing the near glowing eyes of not an angry old woman, but a ticked-off grandmother, the five girls found themselves explaining/defending their actions.

"So this… horse-beast leapt out of the shadows and was trying to capture you?" asked the ex-Guardian of Air.

"Yeah, though it seemed more interested in Will though," said Hay Lin.

"And then the dragon appeared and destroyed it…" murmured Yan Lin.

"Yeah. It was really weird," said Cornelia. "It was acting like… well, like a pet defending its master. It nearly went ballistic when Will almost got hurt by the monster."

"He."

"What?" Cornelia turned to Will and surprised to see her looking back her with a offended face of one whose friend had just been insulted.

"Draco is a he not an it." Will suddenly realized her slip. "I mean the dragon…"

"You know the name of the dragon, Will?" asked Taranee, surprised. "… And he's named after a movie character…?"

"No on both counts. I named him myself… years ago…" Will drifted off.

"You've seen this dragon before haven't you," said Yan Lin. "In your dreams."

At that, Will nearly jumped out of her seat and stared with widened eyes at the elderly woman. "How did you know that? I've never told anyone, not even Bastian."

Cornelia smirked and giggled suddenly. "Seems to me that someone's got a new crush."

"What?" Will blushed a light pink and looked nervously down at her twiddling hands. "Me? Having a crush on Bastian? He's my best friend, Cornelia! Well, best male friend I should say…"

Hay Lin opened her mouth to interject her own opinion when she suddenly took notice of the strangely silernt Irma who, while having listened, seemed quite distracted during the entire conversation. Hay Lin grinned evilly as a sudden recollection struck her; a memory of a certain brunette helping a blind boy find his way about their school.

"Hey Irma…"

"Hmmm?" Irma answered, still distracted.

"Who was the guy you were holding hands and laughing with?" Irma suddenly snapped to attention and stared with shock at the smiling Hay Lin sitting beside an equally smiling Taranee while a confused Cornelia and Will looked at the three of them. '_Uh-oh…_' A smiling Hay Lin was one thing, but a smiling Hay Lin and Taranee? That meant trouble.

Keeping her face as neutral as possible, Irma spoke, "Axel? He's just some new kid at our school that I was helping out."

"By showing him your laughing place?" asked Hay Lin, her smile changing into a grin that Irma, had the circumstances been slightly different, would have been proud of.

"So I laughed at a few of his stories, so what? Doesn't mean I'm dating him."

"We never said anything about dating him." The sudden smirk on Will's face was mocking her, Irma knew that hanging out with her too much would be bad for the auburn-haired girl; she was becoming smug like her. Well the apprentice was, once again, about to be taught by the master.

"Nor do we whenever we see you and Bastian together." The smirk switched sides, adorning Irma's face as Will's flushed a deep red.

"… I may admit that's he gotten to be rather cute… but we're not talking about my or Bastian's relationship—"

"Or lack thereof." Cornelia interjected.

Will shot her a glare before continuing, "It's about you and the new guy.

So engrossed in their topic of boy(-space-)friends and teasings, none of the girls realized that they were now alone in the basement of the restaurant. Had they kept a keener eye upon the elderly Yan Lin, they perhaps would have seen the look of concernation in her eyes and the tight clench of her wrinkled fists. To be even more specific, if, at the moment of her departure to the upstairs, Taranee had used her telepathy upon Yan Lin, she would have heard a single echo that rode on a storm of fear and anger.

'_The prophecy is true…_'

* * *

_Meanwhile, in the Heatherfield Park…_

Bastian rubbed the back of his neck once more in irritation. He had been trying for days to not only work up the fortitude to confront Will about her secret, but also communicate with the creature inside of him. Thus far, the teenager hadn't made much ground on both counts. To be fair, he had been spending the last two days becoming reacquainted with Will but every opportunity that presented itself to confront her about her secret, as well as her connection to the dragon, had been interrupted time and again by various means.

As for communicating with the dragon… Bastian had tried numerous methods to try and connect to it from basic mental communication to incantations he had read about in other, though more fictional, cases. Every attempt he had made was met with dismall failure and now the back of his neck was driving him nuts by itching something terrible!

"Nice tattoo ya got there kid."

"Huh?" Bastian glanced up at a tall blonde man wearing a suit. "Tatoo…?"

"The one on your neck. Whoever did it must have done a crappy job with it though. Looks rather irritated. I'd get it checked out if I were you." Bastian watched the man walk away in confusion.

"Tatoo… I don't have a—" Bastian suddenly stopped himself short. His parents and older sister had told him once of the mark adorning his neck since he was born, but it was nothing more than that. It had to be!

Bastian whipped out his cellphone and, not caring how strange he was looking acting the way he was in a public park, took a picture of his neck. He looked down at the photo in pale revulsion. The mark that had once been nothing more describable than a vauge ring-shape now had definite detail that Bastian, being the book-worm that he was, recognized instantly for what it was.

The Ouroboros, the snake eating itself by the tail, that which was, and still is, one of the primary symbols of alchemy, the science of transformation of matter.

Bastian sat down with a thump beside the pond. The mark had been on his neck for years… did that mean that he and the dragon had always… '_No,_' thought Bastian. '_I refuse to believe that I was born with that monster inside me_.' He glanced down at the photo. '_… Still… it couldn't hurt to try…_'

Pressing two fingers against the center of the mark, Bastian closed his eyes and tried to communicate with the dragon within him. Dragon? Can you hear me? And again, Bastian heard not words but feelings of emotion and faint images.

_Irritation and smugness. Human truly stupid for not knowing truth sooner. _(An image of a newborn child)_ Has been here since hatching. _

What are you? Bastian growled, his fist clenched tightly. That you've invaded me like this?

_Foolish idiot. Humans, nothing more than apes without hair. Did not want this but had no choice. Would sacrifice everything for His Light._ (Will screaming in fear as a shadow of a beast tried to take her away from him) _Rush of anger and fierce determination. Will not allow harm to fall to His Light!_

Bastian's eyes opened slowly, revealing the sudden hardness in them. Nor will I, monster, but explain your reason for wanting to protect her at all. What is your reason?

_Confusion. Reason? Human words, so menial. Need not a reason to protect that which was created to protect. Protect His Light and the Heart. That is the duty that prevailed over all others. The others of the Heart, the Fire, _(Taranee reading a book)_ the Water, _(Irma munching on a cookie)_ the Earth,_ (Cornelia breezing through a teen magazine) _ and the Air_ (Hay Lin writing a note on her arm)_… they have their guardians._

Will's friends as well…? What is it that makes them so… Bastian suddenly stopped that train of thought. What protectors…?

_The rest of the flight, those whom were united in the protection of the Heart and to whom each had she whom was their duty to protect. _(Strange text appeared in Bastian's mind, text that shifted in words that he could comprehend) _The Light to the Shadow. The Fire to the Smoke. The Water to the Ice. The Earth to the Forest. The Air to the Sky. _

Are you telling me that there are others like you, here in Heatherfield?

_Denial. They were no others as there were before. All that was is now those who are like you. Hiding beneath a human's shell._

Bastian's hand dropped from the back of his neck and sat there for some time before heading home, his mind weighing heavily with what he had learned but no where near as heavy as his heart.

* * *

_The next day, at Sheffield Institute… _

"Are you listening to me?!" Axel ignored the loud voice behind him as he carefully took his textbooks from his locker as the boy, Martin, stood glaring at him with a look fit to kill. There was quite a crowd already gathered at the scene with most of the WITCH crew, namely Irma, Hay Lin, and Taranee, watching with large amounts of shock at the change in Martin's behavior.

Ever since Eloyn had taken her rightful place as the queen of Meridian, Martin had slowly, and then quickly, begun to change for the worse. At first, it was thought to be a good thing since his self-confidence had finally began to assert itself never mind that he no longer allowed anyone to push him around anymore, especially the jocks of the school. However, as time went on, Martin became someone that even Uriah and his gang refused to mess with. There were talks and whispers about Martin taking steroids since it was all but impossible for someone like Martin, a once aptly nicknamed human-twig, to become someone like Hulk Hogan in under a month without some kind of drug additional.

"Unfortunately so." Axel drawled as his fingers glided over the cover of his textbook and, nodding, placed it in his knapsack. "You vant me to stay avay from 'your voman' and to keep my eyes on someone else." Axel closed his locker and turned to walked away from Martin, not even bothering to take out his seeing-eye cane.

"Look at me when I'm talking to you, damn it!" Martin reached up and roughly shoved Axel's shoulder, spinning the startled teen hard enough that his sunglasses went flying before a startled Irma managed to catch them. Axel's eyes were firmly closed and he frowned as he gently patted his face, feeling the familiar weight of his glasses suddenly absent.

"Vould someone be so kind to give me meine glasses back?" Irma quickly hurried forward and gently took Axel's hand before placing the glasses on his face with tenderness that, she thought, unbecoming of her. Axel smiled and nodded. "Danke schoen, Dame Irma. I never thought I'd hear a fool outside a zoo…" Irma covered her mouth with a hand as she silently giggled. Axel turned and, after taking his seeing-eye cane out from his bag, began to make his way to his next class. Irma quickly walked up to him and began to walk with him, Taranee and Hay Lin joining her a second later.

Martin's anger, if anything, intensified to such a high level that he did the most foolhardy thing anyone could ever do. There were insults and then there were insults. A casual insult between friends, often shared for obvious, an insult to the weak to make the weaker feel stronger, an insult for enemies to mock and anger them so that themselves might feel less superior. However, there were the kinds of insults so dirty, so disgustingly foul that the very sources of those insults were often disgusted with themselves for having given birth to them. It was this kind of insult that Martin chose to attack Axel.

"Why don't you do us all a favor and go back to Germany you Neo-Nazi!"

If life were an animated cartoon with a constant musical background, that music would have scratched to a halt. As it was, several of the kids that were leaving the scene skidded to a halt and turned to stare at Martin, many with obvious hints of revulsion and many more, especially those with German ancestry, were outright glaring at Martin, looking ready to kill. The girls turned to stare in disbelieving shock at the boy that couldn't stand up against Uriah less than a month ago.

Axel was an entirely different case for the expression on the blind boy's face was an expression of pure, unadulterated rage the likes of which hadn't been in Heatherfield since before its creation. Such an expression had adorned Axel's face once and only once, and it was during that one time his sight had been torn away from him.

Along with the life of his younger brother.

"Vhat did you call me?" Axel hissed angrily, his hand clutching his cane so tightly that the knuckles were completely white.

"You heard me." Martin crossed his arms across his broad chest, his voice radiating pure ego. "Neo-Nazi."

Axel slammed his fist so hard into the locker next to him; he not only dented it but caused a loud gong-like sound to echo across the silent hallway. For a brief moment all was still.

"I think," growled a new voice that was echoed by a faint crack of knuckles. "That you'll be leaving now." Martin turned slightly to see Bastian standing beside a glaring Will and Cornelia.

"Or what?" Martin smirked. "You'll beat me with your encyclopedia?"

Bastian smiled dangerously. "Strength is not always something that's needed to win. Brain over brawn, you know. Obviously your's has flown straight out the door, wouldn't you agree Mister Rydinger?"

Martin's face paled dramatically as a firm hand grasped his shoulder. "Oh, I really couldn't Mr. Malthazar. I think you and I need to have a little talk with the principal." Mr. Rydinger pushed the boy roughly down the hall. Bastian glanced around the hall.

"Shows over here. Unless any wants an autograph, get moving." The crowd dispersed with many whisperings as Bastian walked over to the stiff Axel with Will and Cornelia following close behind. "Don't let what that idiot said get to you. He's obviously the blind one here if he didn't know the truth."

"Truth…" Axel turned his head to look at Bastian. "And vhat truth vould zhat be?"

Bastian smiled. "If that Star of David on your cane isn't a big enough clue as to where your allegiance lies, I don't know what is."

Axel relaxed his stiff shoulders, nodded, and held out his hand. "Zhat is very true, Herr…?"

"Malthazar. Bastian Malthazar." Bastian grasped the taller boy's hand and stiffened alongside the blonde. A strange sort of electrical shock traveled between the two of them and they both felt something distinctly recognizable in the other though they knew not what it was.

Axel, instead of dwelling on it, released Bastian's hand and decided to go for the obvious opening. "Vhat is it vith you English folks and your Bond-esque attitudes?"

Bastian shrugged. "Don't know really. It's a thing we do. Anyway, we'd best head to class before the bell rings. I'll see you at lunch, Will-o, girls." Bastian headed down the hall when Axel's voice stopped him.

"Herr Bastian? Mein name is Meestrom, Axel Meestrom." Bastian shook his head, but laughed anyway. As girls started to head off to their own classes as well, when Axel suddenly said, "Forgive me, Dame Irma but it vould seem zhat past… expierences have left me forgetting the route to our classes. Could you perhaps act as my, vhat did you call it, ah yes, tour guide once more?"

Irma ignored the giggling from the other girls and nodded before mentally smacking herself. "Of course Axel."

* * *

_Later… after school…_

"I'm really sorry about what happened earlier. Martin's had a crush on me for what seems like forever."

Axel glanced over at her, face perfectly neutral. "From your tone, I can gather zhat is not a good zhing?"

"Oh god, don't even get me started," Irma rolled her eyes. "Still, I am sorry."

"Did you tell him to call me vhat he did?"

"NO!" shouted Irma, shocked that Axel would think she would. Blushing at the sudden attention of everyone else, she muttered. "I mean, no I didn't."

Axel nodded and smiled. "Zhen zhere is nozhing to be sorry about zhen, is zhere?"

Irma blinked before smiling herself. "No I guess there isn't."

The two were silent for a while as they continued to walk down the sidewalk. Suddenly, Axel spoke up. "Isn't zhis zhe moment vhere you say you've got to go?"

Irma smiled playfully. "Getting rid of me already?"

Axel smirked. "Nozhing of zhe sort Meine Dame, aber you have not valked vith me before so…"

Irma sighed. "I'm sure you heard how well I did on the last French quiz right?"

Axel nodded. What their teacher had said, wasn't at all flattering but it wasn't something that could easily be brought up. "I'm hoping zhat she isn't alvays like zhat…"

"Unfortunately, she is…" sighed Irma. "And since I didn't do so well on the last one, my step-mother wants me to study more and spend less time "hanging out" with my friends."

"Hmm… perhaps I could… nein, nein… zhat is out of zhe question…"

"What?" asked Irma, looking up to see Axel rubbing his chin thoughtfully.

"Vell… I could, if you vant me to, tutor you."

"I'm not that bad." Irma deadpanned.

"(Then perhaps you wouldn't mind going out on a date with me to the local McD's for a smoothie would you? I find that you're much better than the rest of the girls that I've had to deal with, what with my disability and all.)"

Irma slowly blinked. "… You suck, you know that right?"

Axel smiled and nodded his agreement. "I'm good at zhat."

* * *

"You came here unnecessarily, Beast. I've already been informed of the Ice. Long ago in fact."

"Indeed? You must be so proud, Pride. Having known of it all this time and done nothing."

"Cute. What is it that you want now, Beast?"

"Want? Want is something Greed specializes herself in, not I? I merely wish to offer you… aid in your attempt to subdue the Primals and bring an end to the Guardians of the Veil."

"Oh? How so?"

"If I'm not mistaken, one of your best soldiers fell to the Shadow correct? Do you think that another would do better against him AND the Ice both?"

"Not if I send an entire battalion…"

"You know as well as I that Magister Rerota forbids us from doing such a thing! We cannot allow those fools in the Congregation to become aware of the fact that we survive and continue to escalate."

"Yes, yes. Effective misdirection. I am well aware of that, Beast. What then, do you suggest?"

"Don't lie to me by denying that you don't have at least one of each of your siblings' own soldiers at your beck and call, Pride. Why waste your own firepower when you can test that of your family?"

"Test… Yes, I rather like the sound of that… It would be amusing to see how well my siblings' own toys do in comparison to my own. Still, what if they should fall to the Primals or the Guardians?"

"Then you can place blame upon the other Generals can't you? After all, you only sent your Pride-beast, not theirs."

"I'm actually starting to like you, Soruc. Let's see then… ah yes, I used this one once before and it did beyond what I expected, let's see what it will do now in the light of day… and how the Ice will react to meeting it once more."

* * *

"So what's up?" Bastian sat down beside Will and frowned, trying to find the best way of putting asking Will now that he and the redhead were alone in her apartment.

"Will, we have to talk." Will blinked in surprise; it was rare for Bastian to ever call her "Will" and the few times he had, they weren't the best of memories.

"What is it, Basti?"

His frown deepened slightly though there was a mild twinkle of light in his eye. "Don't try and be cute with me by using my old nickname. This is serious." Bastian stood and paced in a tight circle for a moment while Will watched in growing confusion.

Bastian stopped and turned to face the mirror that reflected the third-story view of Heatherfield. "How long have we been best friends, Will? Twelve years nearly isn't it?"

"Yes…" _Where is he going with this?_

"And we've shared everything with each other right? Fears, dreams, hopes… and secrets…" Will stiffened slightly. _Does he know…?_ Bastian sighed and refused to look at Will. "I've wondered for a while if it was because of the gap between us, but distance didn't really matter with us now did it? Phone calls, emails, letters… We always found a way to talk to the other didn't we? Until a few months ago…"

Will was incredibly nervous now, Bastian was wading through waters that were drawing him closer and closer to something she honestly didn't think she could share with him though she wanted to. It would be nice to have a shoulder to lean on that wasn't plagued with strange nightmares and near-oppresive duties to the worlds.

"Will, for the past two months you've kept something from me, and in the past five days that I've been here, you've done nothing but lie to me." At Will's gasp of indignation, he flinched. "Well, kept the truth from me at the very least. Then again, I really haven't been all that truthful myself have I?" He asked himself more than Will.

"You haven't…?" she asked, slightly worried. Was he from another world, like Elyon? Would he have to leave her like Matt did, before they had a chance for something… more?

Bastian sighed wearily. "No… I haven't… Will, what I'm about to tell you might sound nigh unbelievable, but I—" Bastian's mouth clamped shut as his eyes narrowed into thin reptilian slits. There, in the mirror's reflection was a dark shadow that had been staring with hungry eyes and slathering mouths at the back of Will's head before leaping off towards the center of the city.

_Hunt, find, kill! Allow the transformation!_

You won't fit in here, blast you! Let me get outside at least!

_MAKE HASTE!_

"Bastian?"

"I-I have to go. We'll finish this talk later okay?" Bastian closed his eyes and smiled strainly at Will before racing out of her home and down the stairs. Will started to follow after him when a familiar roar reverberated around her building, sending the redhead stumbling to the floor as a massive shape flew upwards past her window. Will rose just in time to see her dragon, he whom she had named Draco once upon a dream, flying straight towards the center of Heatherfield.

"Oh no…" Will ran out the door and quickly started to call the others, worried that something had appeared to try and take one of them, but in the back of her now hectic-mind, Will couldn't help but wonder just where Draco had suddenly appeared seemingly out of nowhere.

* * *

_In downtown Heatherfield…_

Axel had been simply taking a walk when it happened, that renewed feeling of sudden anger and ferocity that begged him to submit to another more powerful will than his own. He knew the change was nearly upon him when his world of black nothingness suddenly became a world of shape, color, and depth the likes of which he had experienced once before. A quivering hand reached up and removed the black sunglasses that hid his deformity from the world and revealed eyes of a predator. Eyes that could see movement, heat, light in its various forms, and anything else that was needed to track down the darkness.

Of their own accord, his eyes moved upwards and saw what appeared to be a wyvern-dragon flying overhead, trying to find space between the city towers where a small, in comparison to the flying creature-of-myth, black shape was leaping about in a maddened frenzy. Axel's sight focused upon the shape and recognition set a face made of pure hatred and utter agony upon him and, for the first time, Axel submitted to his monster.

* * *

_On the outskirts of downtown…_

"Are you sure you saw him fly this way?" huffed Irma as she ran alongside Will and Taranee with Cornelia lagging slightly behind and Hay Lin running a bit ahead of them. None of the girls had transformed into their Guardian forms, all agreeing to conserve their energy against whatever threat that had drawn Draco out into the middle of the city.

"Does that answer your question?" exclaimed Taranee, pointing upwards. The girls skidded to a stop and stared up into the sky as Draco circled above them before landing atop one of the towering skyscrapers, roaring angrily into the depths of the city. People were screaming and running for their lives and cars were crashing every which way, with few explosions occurring from the spilling fuels of the crashed vehicles. Just when the girls didn't think the situation couldn't get any worse, a large black boar-beast burst out of a building, squealing angrily. The boar-beast was the size of a large bus and had tusks seemingly made of steel but what really set the girls off was the fact that over three-fifths of the beast's body was covered in slathering mouths which were shaped more like a human's own with longue slimy tongues dangling in obvious hunger.

The boar-beast turned and squealed angrily as another, much larger creature followed in its wake.

He was long, too long to see any true end though he was no thicker than a large semi-auto truck and was colored like the ocean waves with eyes of sapphire. A body much like a snake's coiled upon itself, clawed flippers finding purchase upon the road, and a large reddish spine of webbed stingers raised upwards in anger upon a crocodilian head whose mouth was blessed with a pair of fangs more befitting a snake's. The massive tail's tip emerged from the gaping hole of the building, revealing a whale-like quality in the tail's end that could exert the same, if not greater, force than a whale's own.

Even had there not been large gills just behind the creature's head, the girls could have easily called it for what it was.

A sea-serpent.

For one girl in particular though, the sea-serpent was someone far more complicated than that.

"It… It can't be you…" Irma started to stumble forward towards the hissing serpent but stopped on the sound of the boar-beast's harsh squealing. "Kraken."

As if somehow hearing his name being spoken, the serpent turned an eye towards the girls and seemed to purr in response to the sight of Irma seeing him before focusing once more upon the boar-beast. Raising himself upwards, Kraken hissed a challenge upon the boar-beast who squealed in response before jumping up and climbing alongside the building opposite of where Draco was perched. Not forgetting the dragon, the boar-beast's extra mouths began spitting large globs of black ooze that stuck itself tight to the opposite building and would held Draco tight had he not flown upwards at the last minute. Draco's tail lashed forward and wrapped itself tight around the boar-beast's leg and launched it high into the air.

Hissing angrily, Kraken wrapped himself tight before launching himself upwards like a organic spring and, whirling tightly, smacked the boar-beast aside towards the river. Roaring in obvious glee, Kraken landed roughly before quickly slithering through the streets as Draco flew onwards overhead.

"We've got to follow them!" exclaimed Will, raising her hand as the Heart of Kandrakar appeared before her. "Guardians Unite!"

Once their transformation was complete, the girls quickly flew after the fighting monsters, completely oblvious to a pair of eyes watching in stunned disbelief.

* * *

_Heatherfield__ River__… _

Draco bellowed angrily and dove downwards, beams of light arcing from his mouth into the water. The Ice was taking too long! The boar-beast was already taking great drinks of the salty river and was increasing in size. If it wasn't destroyed soon, it would explode and easily wipe out half the city and while Draco could care less for the city, His Light was too close and drawing closer, seeking to aid him. A part of him, the human whose body was his host and resting place, argued whether the girl could help or not but Draco ignored him in favor of firing another volley at the boar-beast.

The sudden sound of hardening water drew Draco's attention to the river's eatern edge where Kraken was already diving into the salty waters, the waves around him freezing into daggers of ice. Kraken swam forward, melting completely with the water and surrounded the oblivious boar-beast, which completely failed to notice the steady drop of temperature in the water around it until it was too late. Before the beast could realize what was happening, Kraken burst out from underneath it, snakelike fangs biting deep into the leg of the boar-beast, which squealed in agony even as its body began to gain a reddish sheen. Eyes widening in shock, Kraken tossed away the boar-beast and raised himself upwards, glancing at Draco.

Both recognized the sign of the oncoming explosion and reacted quickly to try and stop it. Kraken's long snout opened wide as a blast of condensed air burst forward, surrounding the boar-beast in clouds of freezing air as Draco hovered high above, charging another, more powerful blast. Roaring a bellow that shook the ice sculpture that was once the boar-beast, Draco fired just a second before the boar-beast exploded in a large inferno that would have engulfed the city had it not been for the sudden arrival of the Guardians of the Veil. Combining the elements of water and fire, the two representatives of said elements managed to keep the explosion bound to the river and keep the city safe from harm though the same could not be said for Kraken and Draco. With the both of them being so close to the boar-beast, they were the first to experience its suicidal attack and were completely overwhelmed by the flames and had completely disappeared in the smoke that rose from the boar-beast's fading corpse.

* * *

_ Three miles downstream… _

"Cough! Hack!" wheezed Bastian as he slowly pulled himself out of the salty waters of the river, soaked to the bone and aching in places he didn't know could ache. Lying on his back, Bastian struggled for air as he companion did the same beside him. Opening his eyes tiredly, Bastian turned his head to look upon his companion and gasped in shock.

Lying beside him was none other than Axel Meestrom.

"You…? You're the, cough, the serpent?" coughed Bastian. Axel froze and slowly sat up, his eyes firmly closed.

"It vould seem…" whispered Axel. "Zhat all is not vhat it appears to be… Herr Bastian…"

Bastian's eyes narrowed and he stood to his feet, hands clenched tightly. "You knew didn't you? You knew the moment you saw me."

"Just as you did vhen you saw me," agreed Axel. "I saw zhat you vere different zhan zhe others, zhough not like zhe girls. I see in you vhat you see in me."

"Oh really," said Bastian, slightly on edge. "And just how can a blind man see at all?"

"Really, Herr Bastian…" murmured Axel, turning and opening his eyes for Bastian to see. "Vhat has just occurred should have told you zhat all is not vhat it appears to be."

Bastian bit back more than a few foul expletives at the sight of Axel's eyes for while Bastian thought that his "mark of the beast" was badly placed, Axel's own could not even compare for his own were the replacements for the pupils of his eyes.

In short, Axel was blind because he had no pupils to see.

The Ouroboros marked both of Axel's eyes.

"Wha-What the hell…" stuttered Bastian, eyes wide in shock. "Those markings…"

Axel nodded. "Ja. Zhe same ones zhat mark zhe back of your neck mein Herr."

Bastian's hand reflexively went to his mark as his eyes narrowed. "You can see."

"Not as one vould zhink I could, Herr Bastian." The Ouroboros eyes changed from a dull black to a piercing red. "My eyes let me see in all kinds of vays, x-ray, zhermal, even ultraviolet, but I can never see zhe same vay as humans can see. Besides," Axel shrugged. "It vasn't until two years ago zhat I gained zhis… gift I guess you could call it."

"Gift? Gift!" Bastian grabbed Axel's shirt and shook him. "Are you mad? Don't you even realize what is inside of you? What's inside of me?"

Axel's eyes shifted once more, this time to a glimmering gold as they narrowed and he returned Bastian's grip with one of his one. "I know far better zhan you mein Herr. Zhat beast, zhat… daemon vas here, on our vorld once before, Bastian and, unlike you, zhis time vas not my first time as zhe Serpent and it was because of zhe Serpent zhat I had lost somezhing zhat I can never have back. Zhese daemons, vhatever zhey are, are targeting us and ours specifically for vhat we contain. If it weren't zhe fear of vhat such a zhing vould do to my own parents, I vould have taken my life zhe moment my precious person had lost his just to keep zhis creature out of zheir hands."

Bastian released his grip on Axel and sat back on his heels. He would be lying in denying that he hadn't thought of such things, but, like Axel, it was something else, something far more important than the safety of his family and friends that kept him going on with the sudden turbulence of his life. However, though he would have liked to question Axel on the nature of his first transformation, it was something else that the taller boy had said that had drawn his attention.

"You know then, what they're hiding?"

"Zhe girls…? Not… exactly… My eyesight is still new mein Herr aber… I can tell you zhis. Zhose girls, vhatever zhey are, zhey are deeper into zhis web of lies zhan ve are."

Bastian sighed and looked up at the stars. "So what then? What the bloody hell should we do?"

Axel turned to gaze upon the city. "For now… ve vait for zhe others."

"Others…? What others…?"

Axel's glare set Bastian on edge for a moment before sheer instinct guided him to return it and the beast within him was pleased by Axel's submission. "Do you not see it, Herr Bastian? Sense it at the very least?"

Bastian's eyes drifted towards the city and he nodded.

"There's smoke on the horizon."

* * *

To Be Continued...

* * *


End file.
